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Exhibit 10.50
COMMON STOCK PURCHASE WARRANT
Void after July 20, 2004
THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE OR OTHER SECURITIES
LAWS, AND MAY NOT BE OFFERED, REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED,
ENCUMBERED OR OTHERWISE DISPOSED OF OR DISTRIBUTED, DIRECTLY OR INDIRECTLY,
WITHIN THE UNITED STATES OR TO OR FOR THE ACCOUNT OF U.S. PERSONS UNLESS THE
TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF
THE SECURITIES ACT OR PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT. THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF, AGREES
THAT IT WILL NOT OFFER, REOFFER, SELL, ASSIGN, TRANSFER, PLEDGE, ENCUMBER OR
OTHERWISE DISPOSE OF OR DISTRIBUTE DIRECTLY OR INDIRECTLY THESE SECURITIES IN
THE UNITED STATES, ITS TERRITORIES, POSSESSIONS, OR AREAS SUBJECT TO ITS
JURISDICTION, OR TO OR FOR THE ACCOUNT OR BENEFIT OF A U.S. PERSON, AT ANY TIME
PRIOR TO TWO YEARS AFTER THE ORIGINAL ISSUANCE OF THESE SECURITIES, EXCEPT (A)
TO THE COMPANY OR A SUBSIDIARY OF THE COMPANY, (B) IN CONJUNCTION WITH AN
EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT,
(C) IN COMPLIANCE WITH AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT, OR (D) IN
ACCORDANCE WITH THE PROVISIONS OF REGULATION S OF SUCH ACT, INCLUDING RULE 903,
RULE 904 AND RULE 905 THEREUNDER, AND AGREES THAT ANY HEDGING TRANSACTIONS
INVOLVING THE SECURITIES WILL BE CONDUCTED IN COMPLIANCE WITH REGULATION S UNDER
SUCH ACT AND AGREES THAT IT WILL GIVEN TO EACH PERSON TO WHOM THIS SECURITY IS
TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND; PROVIDED THAT
THE COMPANY, THE TRANSFER AGENT, AND THE REGISTRAR SHALL HAVE THE RIGHT PRIOR TO
ANY SUCH OFFER, SALE OR TRANSFER, IN EACH OF THE FOREGOING CASES, TO REQUIRE
DELIVERY OF A CERTIFICATION OF TRANSFER IN FORM SATISFACTORY TO THEM. AS USED
HEREIN, THE TERMS "UNITED STATES" AND "U.S. PERSON" HAVE THE MEANINGS GIVEN TO
THEM BY REGULATION S UNDER THE SECURITIES ACT.
COMMON STOCK PURCHASE WARRANT
VASCO DATA SECURITY INTERNATIONAL, INC., a Delaware corporation (the "Company")
having its principal office at 1901 South Meyers Road, Suite 210, Oakbrook
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Terrace, Illinois 60181, hereby certifies that, for value received, UBIZEN,
N.V., or transferees or assigns (the "Holder") is entitled, subject to the
vesting schedule (attached as Exhibit B hereto) and the terms and conditions set
forth below, to purchase from the Company at any time and from time to time on
or after July 20, 2000 and before 5:00 p.m. New York City time, on July 20,
2004, four hundred eighty thousand (480,000) fully paid and non-assessable
shares of the Common Stock of the Company, par value $0.001 per share, (the
"Shares") at the price per share of Four Dollars and Twenty Five Cents (US
$4.25) (the "Purchase Price"), subject to the terms and conditions, adjustments
and limitations set forth herein.
As used herein the following terms, unless the context otherwise requires,
have the following respective meanings:
(a) The term "COMPANY" has the meaning set forth in the introductory
paragraph above, and include any corporation which shall succeed to or assume
the obligations of the Company hereunder.
(b) The term "COMMON STOCK" includes all stock of any class or classes
(however designated) of the Company, authorized upon the Original Issue Date or
thereafter, the holders of which shall have the right, without limitation as to
amount, either to all or to a share of the balance of current dividends and
liquidating dividends after the payment of dividends and distributions on any
shares entitled to preference, and the holders of which shall ordinarily, in the
absence of contingencies, be entitled to vote for the election of a majority of
directors of the Company (even though the right so to vote has been suspended by
the happening of such a contingency
(c) The "ORIGINAL ISSUE DATE" is July 20, 2000.
(d) The term "OTHER SECURITIES" refers to any capital stock (other than
Common Stock) and other securities of the Company or any other person (corporate
or otherwise) which the holder of this Warrant at any time shall be entitled to
receive, or shall have received, upon the exercise of this Warrant, in lieu of
or in addition to Common Stock, or which at any time shall be issuable or shall
have been issued in exchange for or in replacement of Common Stock or Other
Securities pursuant to section 6 or otherwise.
(e) The term "PURCHASE PRICE" shall have the meaning set forth in the
introductory paragraph above, as such price may be adjusted pursuant to the
terms hereof.
(f) The term "SECURITIES ACT" means the Securities Act of 1933 as the same
shall be in effect at the time.
(g) The term "SERIES C SHARES" means the shares of the Company's Series C
Preferred Stock being sold to Holder pursuant to the Purchase Agreement (as
defined in Section 1 below).
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1. Term, Vesting. This Warrant is being issued in connection with that
certain Securities Purchase Agreement, dated as of July 18, 2000, by and among
the Company and Ubizen, N.V. (the "Purchase Agreement"), and is subject to the
terms and conditions thereof. In the event of any conflict between the terms
hereof and the terms of the Purchase Agreement, the terms of the Purchase
Agreement shall control. Commencing with the calendar quarter ended September
30, 2000, for so long as all of the Series C Shares remain outstanding, the
Shares shall vest, and become exercisable, in sixteen (16) quarterly
installments of 30,000 shares, subject to adjustment as provided below. In the
event that any shares of the Series C Shares have been converted or redeemed
prior to the expiration of this Warrant, all unvested Shares shall vest from the
date of such conversion, or redemption, as the case may be, in quarterly
installments in an amount equal to the product of (a) 30,000 multiplied by (b) a
fraction, (i) the numerator of which shall be the remainder of (A) the number of
Series C Shares held by the Holder immediately prior to such conversion minus
(B) the number of Series C Shares so converted or redeemed, and (ii) the
denominator of which shall be 150,000, and the Warrant will automatically cease
to vest with respect to any additional Shares as of the date of such conversion
or redemption.
2. Registration, etc. This Warrant, the shares of Common Stock issuable
upon exercise thereof and the Other Securities shall have such registration
rights as provided in Section 8 and Section 9 of the Purchase Agreement.
3. Sale or Exercise Without Registration. If, at the time of any
exercise, transfer or surrender for exchange of this Warrant or of Common Stock
(or Other Securities) previously issued upon the exercise of this Warrant, this
Warrant or Common Stock (or Other Securities) shall not be registered under the
Securities Act, the Company may require, as a condition of allowing such
exercise, transfer or exchange, that the record owner or transferee of this
Warrant or Common Stock (or Other Securities), as the case may be, furnish to
the Company a satisfactory opinion of counsel to the effect that such exercise,
transfer or exchange may be made without registration under the Securities Act,
provided that the disposition of thereof shall at all times be within the
control of such record owner or transferee, as the case may be, provided further
that nothing contained in this section 3 shall relieve the Company from
complying with any request for registration pursuant to section 2 hereof. The
first Holder of this Warrant represents to the Company that it is acquiring this
Warrant for investment and not with a view to the distribution thereof.
4. Method of Exercise; Payment.
(a) Subject to the provisions hereof, this Warrant may be exercised, with
respect to vested Shares only, in whole or in part, by the record owner hereof
by surrender of this Warrant, with the form of subscription attached hereto as
Exhibit A duly executed by such record owner, to the Company at its principal
office accompanied by payment in an amount equal to the Purchase Price per share
multiplied by the number of Shares then
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being purchased. Payment of the Purchase Price for the shares of Common Stock
purchased pursuant to exercise of this Warrant shall be made (a) in cash or cash
equivalents, (b) through the tender to the Company of shares of Common Stock,
which shares shall be valued for purposes of determining the extent to which the
Purchase Price has been paid, at their Market Price (determined by the Board of
Directors of the Company in accordance with section 3.3 hereof) on the date of
exercise, (c) by delivering a written direction to the Secretary of the Company
that this Warrant is to be exercised pursuant to a "cashless" exercise/sale
procedure (pursuant to which funds to pay for exercise of the Warrant are
delivered to the Company by a broker upon receipt of stock certificates from the
Company) or a "cashless" exercise/loan procedure (pursuant to which the holders
would obtain a margin loan from a broker to fund the certificates for the shares
of Common Stock for which the Warrant is exercised, such certificates will be
delivered to the broker who will deliver to the Company the cash (or cash
equivalents acceptable to the Company) equal to the Purchase Price for the
shares of Common Stock purchased pursuant to the exercise of the Warrant plus
the amount (if any) of federal and other taxes that the Company may, in its
judgment, be required to withhold with respect to the exercise of the Warrant,
or (d) a combination of the methods described in (a), (b) and (c) above.
(b) As used herein, the phrase "Market Price" at any date shall be deemed
to be (i) if the principal trading market for such securities is an exchange,
the last reported sale price, or, in case no such reported sale takes place on
such date, the average of the last reported sale prices for the preceding three
(3) trading days, in either case as officially reported on any consolidated
tape, (ii) if the principal market for such securities is the over-the-counter
market, the high bid price on such date as set forth by NASDAQ or, if the
security is not quoted on NASDAQ, the high bid price as set forth in the
National Quotation Bureau sheet listing such securities for such day.
Notwithstanding the foregoing, if there is no reported closing price or high bid
price, as the case may be, on the date next preceding the event requiring an
adjustment hereunder, then the Market Price shall be determined as of the latest
date prior to such day for which such closing price or high bid price is
available, or if the securities are not quoted on NASDAQ, as determined in good
faith by resolution of the Board of Directors of the Company, based on the best
information available to it.
(c) The Company will, at the time of any exercise of this Warrant, upon the
request of the record owner hereof, acknowledge in writing its continuing
obligation to afford to such record owner any rights (including, without
limitation, any right to registration of the shares of Common Stock or Other
Securities issued upon such exercise) to which such record owner shall continue
to be entitled after such exercise in accordance with the provisions of this
Warrant, provided that if the record owner of this Warrant shall fail to make
any such request, such failure shall not affect the continuing obligation of the
Company to afford such record owner any such rights.
5. Delivery of Stock Certificates; etc. on Exercise. As soon as
practicable after the exercise of this Warrant in full or in part, the Company
at its expense (including
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the payment by it of any applicable issue taxes) will cause to be issued in the
name of and delivered to the record owner hereof, or as such record owner (upon
payment by such record owner of any applicable transfer taxes) may direct, a
certificate or certificates for the number of fully paid and non-assessable
shares of Common Stock (or Other Securities) to which such record owner shall be
entitled upon such exercise, plus, in lieu of any fractional share to which such
record owner would otherwise be entitled, cash equal to such fraction multiplied
by the then current Market Price of one full share, together with any other
stock or other securities and property (including cash, where applicable) to
which such record owner is entitled upon such exercise pursuant to section 1,
section 6 or otherwise.
6. Adjustment for Dividends in Other Stock, Property, etc.;
Reclassification, etc. In case at any time or from time to time after the
Original Issue Date the holders of Common Stock (or Other Securities) shall have
received or (on or after the record date fixed for the determination of
stockholders eligible to receive) shall have become entitled to receive without
payment therefor
(a) other or additional stock or other securities or, property (other than
cash) by way of dividend, or
(b) any cash paid or payable (including, without limitation, by way of dividend
other than dividend payable out of earned surplus of the Company), or
(c) other or additional (or less) stock or other securities or property
(including cash) by way of spin-off, split-up, recapitalization, combination of
shares or similar corporate rearrangement,
then, and in each such case the record owner of this Warrant, upon the exercise
hereof as provided in section 4 hereof, shall be entitled to receive the amount
of stock and other securities and property (including cash in the cases referred
to in subdivisions (b) and (c) of this section 6) which such record owner would
hold on the date of such exercise if on the Original Issue Date such person had
been the holder of record of the number of shares of Common Stock called for on
the face of this Warrant and had thereafter, during the period from the Original
Issue Date to and including the date of such exercise, retained such shares and
all such other additional (or less) stock and other securities and property
(including cash in the cases referred to in subdivisions (b) and (c) of this
section 6) receivable by such person as aforesaid during such period, giving
effect to all adjustments called for during such period by sections 1, 6 and 7
hereof.
7. Reorganization, Consolidation, Merger, etc. In case the Company
after the Original Issue Date shall (a) effect a reorganization, (b) consolidate
or merge with any other person, or (c) transfer all or substantially all of its
properties or assets to any other person under any plan or arrangement
contemplating the dissolution of the Company, then, in each such case, the
record owner of this Warrant, upon the exercise hereof as provided in section 4
at any time after the consummation of such reorganization,
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consolidation or merger or the effective date of such dissolution, as the case
may be, shall be entitled to receive (and the Company shall be obligated to
deliver), in lieu of the Common Stock (or Other Securities) issuable upon such
exercise prior to such consummation or such effective date, the stock and other
securities and property (including cash) to which such record owner would have
been entitled upon such consummation or in connection with such dissolution, as
the case may be, if such record owner had so exercised this Warrant immediately
prior thereto, all subject to further adjustment thereafter as provided in
sections 6 and 8 hereof.
8. Further Assurances. The Company will take all such action as may be
necessary or appropriate in order that the Company may validly and legally issue
fully paid and non-assessable shares of Common Stock upon the exercise of all
Warrants from time to time outstanding.
9. Certificate of Chief Financial Officer as to Adjustments In each
case of any adjustment or readjustment in the shares of Common Stock (or Other
Securities) issuable upon the exercise of this Warrant, the Company at its
expense will promptly cause the Company's Chief Financial Officer to compute
such adjustment or readjustment in accordance with the terms of this Warrant and
prepare a certificate setting forth such adjustment or readjustment and showing
in detail the facts upon which such adjustment or readjustment is based, and the
number of shares of Common Stock outstanding or deemed to be outstanding;
provided that if any similar certificate is provided by the Company's regularly
retained auditor to the holder of any other warrant of the Company, the
Company's regularly retained auditor shall provide this certificate to the
record owner of this Warrant. The Company will forthwith mail a copy of each
such certificate to the record owner of this Warrant.
10. Notices of Record Date, etc. In the event of:
(a) any taking by the Company of a record of the holders of any class of
securities for the purpose of determining the holders thereof who are entitled
to receive any dividend (other than a cash dividend payable out of earned
surplus of the Company) or other distribution, or any right to subscribe for,
purchase or otherwise acquire any shares of stock of any class or any other
securities or property, or to receive any other right, or
(b) any capital reorganization of the Company, any reclassification or
recapitalization of the capital stock of the Company or any transfer of all or
substantially all the assets of the Company to or consolidation or merger of the
Company with or into any other person, or
(c) any voluntary or involuntary dissolution, liquidation or winding-up of
the Company,
then and in each such event the Company will mail or cause to be mailed to the
record owner of this Warrant a notice specifying (i) the date on which any such
record is to be
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taken for the purpose of such dividend, distribution or right, and stating the
amount and character of such dividend, distribution or right and (ii) the date
on which any such reorganization, reclassification, recapitalization, transfer,
consolidation, merger, dissolution, liquidation or winding-up is to take place,
and the time, if any, as of which the holders of record of Common Stock (or
Other Securities) shall be entitled to exchange their shares of Common Stock (or
Other Securities) for securities or other property deliverable upon such
reorganization, reclassification, recapitalization, transfer, consolidation,
merger, dissolution, liquidation or winding-up. Such notice shall be mailed at
least twenty (20) days prior to the date therein specified.
11. Reservation of Stock, etc., Issuable on Exercise of Warrants The
Company will at all times reserve and keep available, solely for issuance and
delivery upon the exercise of this Warrant, all shares of Common Stock (or Other
Securities) from time to time issuable upon the exercise of this Warrant.
12. Listing on Securities Exchanges The Company will, at its expense,
to the extent permitted by the rules of any national securities exchange or
automated inter-dealer quotation system on which the Common Stock is listed,
simultaneously list on such exchange or system, upon official notice of issuance
upon the exercise of this Warrant, all shares of Common Stock from time to time
issuable upon the exercise of this Warrant
13. Replacement of Warrants Upon receipt of evidence reasonably
satisfactory to the Company of the loss, theft, destruction or mutilation of
this Warrant and, in the case of any such loss, theft or destruction, upon
delivery of an indemnity agreement reasonably satisfactory in form and amount to
the Company or, in the case of any such mutilation, upon surrender and
cancellation of this Warrant, the Company at its expense will execute and
deliver, in lieu thereof, a new Warrant of like tenor.
14. Warrant Agent The Company may, by written notice to each record
owner of this Warrant, appoint an agent, for the purpose of issuing Common Stock
(or Other Securities) upon the exercise of this Warrant pursuant to Section 4
and replacing this Warrant pursuant to Section 13, or any of the foregoing, and
thereafter any such issuance, exchange or replacement, as the case may be, shall
be made at such office by such agent.
15. Notices, etc. All notices and other communications from the Company
to the record owner of this Warrant shall be mailed by first class registered or
certified mail, postage prepaid, at such address as may have been furnished to
the Company in writing by such record owner, or, until an address is so
furnished, to and at the address of the last record owner of this Warrant who
has so furnished an address to the Company.
16. Miscellaneous This Warrant and any term thereof may be changed,
waived, discharged or terminated only by an instrument in writing signed by the
party against which enforcement of such change, waiver, discharge or termination
is sought. This Warrant is being delivered in the State of New York and shall be
construed and enforced in accordance with and governed by the internal laws of
such state. The
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headings in this Warrant are for purposes of reference only, and shall not limit
or otherwise affect any of the terms hereof.
17. Executed Expiration The right to exercise this Warrant shall
expire at 5:00 p.m. New York City time, on July 20, 2000.
18. Assignability This Warrant is not transferrable or assignable (a)
except pursuant to the terms and conditions of the Purchase Agreement, and (b)
in connection with, and only in connection with, a transfer of Series C
Preferred Stock, in any event subject to applicable securities laws and section
3 hereof.
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IN WITNESS WHEREOF, the said Corporation has caused this Certificate to be
signed by its authorized officers, and its Corporate Seal, to be hereunto
affixed this 20th day of July, 2000.
By:
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Name: Mario Houthooft
Title: President and Chief Executive Officer
(Apply Corporate Seal)
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EXHIBIT A
FORM OF SUBSCRIPTION
(To be signed only upon exercise of Warrant)
To:______VASCO DATA SECURITY INTERNATIONAL, INC.
[ ]
[ ]
Attention: Corporate Secretary
The undersigned, the record owner of the within Warrant, hereby irrevocably
elects to exercise the purchase right represented by such Warrant for, and to
purchase thereunder,* shares of the Common Stock of VASCO DATA SECURITY
INTERNATIONAL, INC., and herewith make payment of $[ ] therefor, and requests
that the certificates for such shares be issued in the name of, and delivered
to, [ ], whose address is [ ].
Dated: [ ]
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(Signature must conform in all respects to
name of record owner as specified on the
face of the Warrant)
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(Address)
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* Insert here the number of shares called for on the face of the Warrant [or,
in the case of a partial exercise, the portion thereof as to which the
Warrant is being exercised], in either case without making any adjustment for
additional Common Stock or any other stock or other securities or property or
case which, pursuant to the adjustment provisions of the Warrant, may be
deliverable upon exercise.
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EXHIBIT B
VESTING SCHEDULE
_________Set forth below is the date of vesting and the number of shares of
Common Stock to vest on such date (such schedule shall automatically be modified
in accordance with any adjustment(s) pursuant to the terms of the Warrant):
DATE NUMBER OF SHARES
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1. 9/30/00 30,000
2. 12/31/00 30,000
3. 3/31/01 30,000
4. 6/30/01 30,000
5. 9/30/01 30,000
6. 12/31/01 30,000
7. 3/31/02 30,000
8. 6/30/02 30,000
9. 9/30/02 30,000
10. 12/31/02 30,000
11. 3/31/03 30,000
12. 6/30/03 30,000
13. 9/30/03 30,000
14. 12/31/03 30,000
15. 3/31/04 30,000
16. 6/30/04 30,000
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EXHIBIT C
FORM OF ASSIGNMENT
(To be signed only upon transfer of Warrant)
For value received, the undersigned hereby sells, assigns and transfers unto
[ ][ ] the right represented by the within Warrant to purchase shares
of the Common Stock of VASCO DATA SECURITY INTERNATIONAL, INC. to which the
within Warrant relates, and appoints [ ] as Attorney-in-Fact to transfer
such right on the books of [ ] with full power of substitution in the
premises. The Warrant being transferred hereby is the Common Stock Purchase
Warrant initially issued by VASCO DATA SECURITY INTERNATIONAL, INC. as of July
[ ], 2000.
Dated:
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(Signature must conform in all respects to name of record owner as specified on
the face of the Warrant)
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(Address)
Signature guaranteed by a Bank or Trust Company having its principal office in
New York City or by a Member Firm of the New York or American Stock Exchange
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